The HVEM is not only a centerpiece instrument of the BMIRR, it is becoming an unique instrument within the biomedical research community. Thus, it is essential that this instrument not only be maintained but improved and upgraded. We have an extensive program in place to evaluate every subsystem of the instrument. As weak points are identified the system is evaluated not just for reestablishment of normal operation, but also for improved operation with modern replacement components. During the past year we have: improved the lens current supplies and added an additional stage of regulation; initiated an analysis of the high-voltage circuits; built and installed two new control modules; specified changes to the vacuum pumps; and put a new tilt-rotation stage into routine use. The control modules replaced outmoded logic circuits that are not longer available and that have been problematic. This was accomplished with our logic chip programmer with which we fabricate our own chips. The usefulness and ease of use of our CCD camera system hasb een improved. We have established a collaboration/ consultation relationship with the engineering staff of the Rensselaer Polytechnic Institute to help develop plans for upgrading the electronics. Lastly, an extensive array of parts are being acquired from the decommissioned HVEM at the University of Wisconsin, Madison.